Fill and Sign the Agreement Communication Form

Reciprocal Services Agreement Regarding Communication Routing Services This Agreement is entered into as of _______________ (date) , the Effective Date , between Alpha , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________________________ ______________________________________ (street address, city, state, zip code) , referred to herein as Alpha , and Beta, a corporation organized and existing under the laws of the state of ______________, with its principal office located at _________________________ ____________________________________________ (street address, city, state, zip code) , referred to herein as Beta. Alpha and Beta are sometimes referred to in this Agreement individually as a Party and collectively as the Parties . Whereas each Party provides enhanced and/or information routing services in and from various destinations in the world; and Whereas, each Party desires to purchase certain enhanced and/or information routing services provided by the other as described herein on the terms and conditions of this Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Description of Services A. Alpha shall provide Beta enhanced and/or information routing Services (hereafter referred to as the Services ) as described in Schedule 2 , and Beta shall purchase such Services subject to the terms and conditions of this Agreement. Beta shall provide Alpha the enhanced and/or information routing Services as described in Schedule 4 , and Alpha shall purchase such Services subject to the terms and conditions of this Agreement. In the event that a route Alpha offers hereunder is no longer available owing to action or inaction of Alpha or one of Alpha terminating carriers, then Alpha shall not be obligated to continue providing such route at the previously quoted price. B. Beta agrees to pay Alpha the Rates for provision of Services ( Rates ) to the various destinations as set forth in Schedule 2 . Alpha agrees to pay Beta the Rates for provision of Services to the various destinations as set forth in Schedule 4 . A Party may change its Rates and destinations from time to time on five (5) days prior written notice, except a shorter period may apply for certain countries such as ____________________ ( Name of Country ) as designated by Alpha or Beta in advance. Acceptable methods of notice of rate change include electronic mail and fax. C. The Rates do not include any other call conveyance charges whatsoever, including but not limited to inter-connect charges, universal Service charges, or any other charges imposed by any regulatory authority. Charges other than those classified as Rates shall be borne by the originating Party . D. Additional Services may be added to this Agreement from time to time upon terms and conditions to be mutually agreed by the Parties and may be included by amending the applicable schedule. Beta expressly acknowledges that Alpha and/or its network services supplier may block and/or its network services supplier may block, without incurring any penalty or liability, any and all emergency services calls (“911 Calls”) received from Beta and/or its end users, and that 911 Calls are not intended to be carried or supported via the Services . E. Service Distinctions: The Service is not a telecommunications service. Important distinctions exist between telephone service and the Information/Enhanced Service offering provided for herein. The Service is subject to different regulatory treatment than telecommunications service. Supplier is not a telecommunications carrier and does not provide telecommunications services. As such, Supplier is not at present subject to the regulatory jurisdiction of any state or federal regulatory body, except to the extent that enhanced and/or information services are subject to Title I of the Federal Communications Act. This treatment limits and otherwise affects customer’s rights of redress before Federal and State telecommunications regulatory agencies. 2. Fees and Invoicing A. Invoices. Each Party may invoice the other each week on such days as a Party may determine for Services provided covering a period of seven (7) days, or such other frequency as mutually agreed. Invoices shall be based on the billable duration of the calls routed and for any prior period that charges were not invoiced pursuant to this Agreement. The invoice will specify the traffic by destination, rates by destination and the total amount due. B. Payment. Fees and invoice charges shall be due and payable in US dollars within three (3) days of the date the invoice is received. Acceptable methods of transmission include electronic mail. Amounts not paid when due shall accrue interest at the rate of 1.5% per month or the maximum rate allowed under applicable law, whichever is lower, and the invoicing Party may recover from the invoiced Party all costs incurred to collect such amounts due. C. Taxes. Rates and other charges are exclusive of applicable taxes, duties, levies and other similar charges imposed by any authority, all of which shall be paid by the originating Party in addition to the Rates . D. Security Deposit . The terminating Party may require a Deposit in the form of cash, unconditional bankers guarantee or irrevocable letter of credit in an amount set forth in Schedule 1 or Schedule 3 (the Deposit) as security for the originating Party ‘s payment of its obligations hereunder and due performance and observance of the terms and obligations of this Agreement. The terminating Party reserves the right to increase the amount of the Deposit to take into account the originating Party ’s actual usage. E. The Deposit does not affect the originating Party ’s obligation to pay any amounts billed by the terminating Party nor constitute a waiver of the terminating Party ’s right to suspend, disconnect or terminate Services due to non-payment of any sums due or payable. A Party that receives a Deposit may apply the Deposit or any part thereof to settle any amount due and payable to it. Subject to any deductions pursuant to this Agreement, the Party that received the Deposit shall return the Deposit without interest within 30 days of the termination of the Agreement. 3. Operational and Commercial Matters A. Equipment. Each Party will provide the necessary facilities to supply the Services described in Schedules 2 and 4 at the expense of the Beta terminating the traffic. B. Licenses and Laws. Each Party shall obtain and maintain at its own expense all relevant licenses, permits, waivers or whatsoever necessary to operate and provide the Services and shall ensure that it complies with all relevant laws and obligations in accordance with the regulatory authority and the laws of the country in which it operates. C. Infrastructure. The Parties shall coordinate the management of their respective infrastructures with each Party being responsible for providing and operating at its own expense its respective infrastructure, including networks. D. Suspension of Services . Each Party reserves the right to cancel or temporarily suspend any or all of the Services if the other Party engages in activities which in the Service providing Party ’s opinion may cause disruption of Service or damage to its network or facilities. Each Party shall use commercially reasonable efforts to provide the other Party with advance notice of such suspension and or cancellation or notice within a commercially reasonable time thereafter if advance notice is not possible. E. Repairs. Each Party may as required temporarily suspend its Services for the purposes of repair, maintenance or improvement of any equipment. Where possible, a Party shall provide eight (8) days advance written notice of such suspension. F. Rates. Unless otherwise agreed prior to the time that traffic begins to flow to a country, the Rates are computed in 6-second increments with a minimum of 30 seconds per call, except Rates for calls terminated in ___________________ (Name of Country) and other destinations specified by Alpha and/or Beta shall be computed in one minute increments with a minimum of one minute per call. 4. Compliance A. Each Party represents and warrants, to the best of its knowledge, that it has and will maintain all required state and federal licenses, if any, to carry out the activities it undertakes herein. Beta further agrees to comply with the U. S. Export Laws concerning the transmission of technical transmission of technical data and other regulated materials via the Internet. Beta further understands that neither Alpha nor its network services supplier is responsible for the content of the transmissions that may pass through the Internet and/or the Services . Beta agrees that it will not use the Services in ways that violate laws, infringe the rights of others, or interfere with the users, Services or equipment of the network. B. Each Party agrees that in the event that any federal or state government or regulatory or enforcement agency enacts any applicable law, promulgates any applicable regulation, or notifies the other Party that it believes that Party is not in compliance with any law or regulation governing the Services , such Party shall have the right to terminate this Agreement upon ten (10) days prior written notice to the other Party . In the event of such termination, the originating Party shall pay the Rates for any Services rendered through the date of termination. 5. Regulatory Issues: A. This Agreement is made based upon the express understanding of both Supplier and Customer that Supplier is not a telecommunications service provider or common carrier, and that to the extent Supplier’s Services are deemed to be telecommunications (which Supplier denies) then Supplier is a “private carrier” and the Service is provided on a “private carriage” basis. If any state or federal court or regulatory body determines that Supplier is providing a Service that is subject to rate or Service regulation, then Supplier has the sole right, in its complete discretion, to terminate or seek appropriate amendments, including changes in price, to this Agreement on ten (10) days’ notice. B. This Agreement is made based on the express understanding that Supplier is not a carrier and therefore is exempt from access charges as a result of, inter alia, 47 C.F.R. §§ 64.702(a), 69.2 and 69.5. If any state or federal court or regulatory body determines that Supplier is providing a Service that is subject to access charges, then Supplier has the sole right, in its complete discretion, to terminate or seek appropriate amendments, including changes in price, to this Agreement on ten (10) days’ notice. 6. Confidential Information A. Confidential Information means business or technical information of either Party (including but not limited to information relating to either Party ’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how) whether or not such information is designated by either Party as “confidential” or “proprietary”. B. Each Party agrees that it will: (a) not disclose Confidential Information to any third Party , or use the Confidential Information disclosed to it by the other Party except as contemplated by this Agreement; and (b) take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, each Party may disclose Confidential Information to its employees, affiliates and/or contractors who have entered into a nondisclosure agreement, the terms of which are at least as restrictive as those contained herein. C. Confidential Information will not include information that (a) is in or enters the public domain without breach of this Agreement; (b) the receiving Party lawfully receives from a third Party without restriction on disclosure and without breach of a nondisclosure obligation; (c) the receiving Party knew prior to receiving such information from the disclosing Party ; (d) the receiving Party develops independently without use of the disclosing Party ’s Confidential Information; or (e) is disclosed pursuant to any judicial or governmental order or request, provided the recipient takes reasonable steps to give the disclosing Party sufficient notice to contest such order or request. 7. Representations and Warranties A. Each Party represents and warrants that; (a) it is a duly organized entity, validly existing and in good standing under applicable law and it has the power and authority to enter into and fully perform its obligations under this Agreement; (b) it has obtained and will maintain all necessary permits, consents, authorizations, approvals, registrations, waivers, releases, clearances or licenses of any third Party for it to perform its obligations under this Agreement; and (c) it shall comply with all applicable laws, statutes, regulations, orders, directions, standards and notices issued by the competent authority which has jurisdiction over the Parties or the subject matter of this Agreement. B. Each Party represents and warrants that all information furnished to the other, including but not limited to the information under the credit policy checklist in Exhibit A , is true, accurate and complete and the Party is not aware of any material facts or circumstances not disclosed that might, if disclosed, adversely affect the decision of the other Party in considering whether or not to enter into this Agreement or to extend credit. C. NEITHER PARTY (NOR ALPHA’S NETWORK SERVICES PROVIDER) MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES , THE INTERNET TELEPHONY NETWORK OR OTHER PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AVAILABILTY, AND RELIABILITY, OR THOSE ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. CIT COMMUNICATIONS SPECIFICALLY MAKES NO WARRANTY WITH RESPECT TO SOFTWARE, TECHNOLOGY, EQUIPMENT OR SERVICE (COLLECTIVELY, SOFTWARE ) PROVIDED OR USED HEREUNDER AND DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES PROVIDED TO THE OTHER OR USED HEREUNDER IS ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR PROVIDE SECURE OPERATION. 8. Indemnities and Limitations of Liability A. Each Party shall indemnify, hold harmless the other Party against any loss, liability, fines, penalties, costs, or expense that result from any third Party claims arising from such indemnifying Party ’s own acts, omissions or misrepresentations. A Party indemnified under this Agreement shall give the indemnifying Party (a) prompt written notice of any claim, (b) the right to control and direct the investigation, preparation, defense, and settlement of the action; and (c) reasonable assistance and information. B. Each Party shall indemnify, hold harmless, and defend the other Party against any loss, liability, fines, penalties, cost, or expense that result from any third Party claims arising from the indemnifying Party ’s use of or access to the Services provided hereunder, including without limitation claims arising in connection with interruptions or degradation of Service to an originating Party ’s customers regardless of the cause or duration thereof. The foregoing shall not apply in the event a Party ’s gross negligence or willful misconduct results in injury to a person. C. Each Party recognizes that the other Party has no control over how any U.S. (or non-U.S.) government or third Party establishes rules and conditions pertaining to telecommunication Services . Each Party agrees that the other Party shall not be liable for any loss or damage suffered by an originating Party , its interconnecting or end users due to any termination, suspension, failure in or breakdown of the communication facilities associated with providing Services hereunder and for any termination, suspension, interruption or degradation of such Services and the duration thereof, due to the rules and conditions pertaining to domestic or international telecommunications Services . D. EXCEPT FOR LIABILITY ARISING UNDER CLAUSE 6 ( CONFIDENTIALITY ), NEITHER PARTY (NOR ALPHA’S NETWORK SERVICES SUPPLIERS) SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF DATA, PROFITS, REVENUE OR GOODWILL; BUSINESS INTERRUPTION; REPLACEMENT COSTS ETC.) ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICES PROVIDED HEREUNDER, OR RELATING TO THE BLOCKING OF EMERGENCY/911 CALLS, WHETHER BASED ON WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER OR NOT THE PARTY THAT CAUSED THE DAMAGES HAD ACTUAL OR CONSTRUCTIVE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. ALPHA’S NETWORK SERVICES SUPPLIER WILL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF BETA ’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF ALPHA’S NETWORK SERVICES SUPPLIER’S NEGLIGENCE. 9. Term and Termination The term of this Agreement will begin on the Effective Date and will continue for a period of one (1) year, unless terminated earlier in accordance with this clause. This Agreement will automatically renew for successive one (1) year periods thereafter unless at least thirty (30) days prior to the end of the applicable term a Party provides written notice to the other of its intention to terminate this Agreement. If one Party stops sending traffic, then it may request that the other Party return its Security Deposit within twenty days, after deduction of amounts owed to the Party that was holding the Security Deposit . Either Party shall have the right to terminate this Agreement and/or suspend Services , effective immediately, if the other Party or one of its end users engages in conduct that could reasonably subject the Party to any kind of liability, or if either Party has reasonable doubt that it will be paid for Services . Notwithstanding anything herein to the contrary, either Party may terminate or suspend this Agreement or provision of Services hereunder effective immediately and without liability upon written notice to the other Party if the other Party (i) becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; (ii) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed; or (iii) is adjudged a bankrupt. If either Party fails to perform or breaches any material obligation of this Agreement, then upon thirty (30) days’ prior written notice to the breaching Party specifying the default (the Default Notice ), the non-breaching Party , at its option, may terminate or suspend this Agreement, without liability, unless the breach specified in the Default Notice has been cured within the thirty (30) day period. 10. Effect of Expiration or Termination A. Upon termination or expiration of this Agreement, each Party shall pay the other Party any unpaid amount that is due and payable up to the date of termination. Expiration or termination of this Agreement shall not affect the rights of a Party accrued up to the date of termination. B. Upon expiration or termination of this Agreement, each Party (receiving Party ) shall immediately return to the other Party (Disclosing Party ) (or at the Disclosing Party ’s request, destroy) all copies of the disclosing Party ’s Confidential Information in the receiving Party ’s possession or control, and an officer of the receiving Party shall certify to the disclosing Party in writing that the receiving Party has done so. C. The rights and obligations of the Parties contained in Clauses pertaining to Fees and Invoicing Ownership of Intellectual Property, Confidential Information, Representations and Warranties, Indemnities and Limitations of Liability, Effect of Expiration or Termination, and General Provisions shall survive the termination or expiration of this Agreement. 11. General Provisions A. Assignment. This Agreement shall bind the Parties and inure to the benefit of each Party ’s permitted successors and assigns. Neither Party shall assign this Agreement, in whole or in part, without the other Party ’s prior written consent. Any attempt to assign this Agreement without consent as specified in this Clause shall be null and void. B. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 12. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 13. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 14. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 15. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 16. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 17. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 18. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _________________________ _______________________ (Name of Alpha) (Name of Beta) By:______________________________ By:________________________________ _________________________________ ___________________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation  Attach Schedules 1 through 4  Attach Exhibit A